Laserfiche WebLink
84 This Agreement may be terminated by City, in its sole discretion, by providing not less than <br /> five (5) days prior written notice to Consultant of City's intent to terminate If this <br /> Agreement is temimated by City, an adjustment to Consultant's compensation shall be <br /> made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, <br /> and (2) any payment due Consultant at the time of termination may be adjusted to the extent <br /> of any additional costs to City occasioned by any default by Consultant Upon receipt of a <br /> termination notice, Consultant shall imaiediately discontinue its provision of the Services <br /> and, within five (5) days of the date of the termination notice, deliver or otherwise make <br /> available to City, copies (in both hard copy and electronic form, where applicable) of <br /> project related data, design calculations, drawings, specifications, reports, estirnates, <br /> summaries and such other information and materials as may have been accumulated by <br /> Consultant in performing the Services Consultant shall be compensated on a pro-rata basis <br /> for Services completed up to the date of termination. <br /> 85 Consultant shall maintain books, ledgers, invoices, accounts and other records and <br /> documents evidencing costs and expenses related to the Services for a period of three (3) <br /> years, or for any longer period required by law, from the date of final payment to <br /> Consultant pursuant to this Agreement Such books shall be available at reasonable trmcs <br /> for examination by City at the office of Consultant <br /> 86 This Agreement, including the Exhibits incorporated herein by reference, represents the <br /> entire agreement and understanding between the Parties as to the matters contained herein, <br /> and any prior negotiations, written proposals or verbal agreements relating to such matters <br /> are superseded by this Agreement Except as otherwise provided for herein, any amendment <br /> to this Agreement shall be in writing, approved by City and signed by City and Consultant <br /> 87 This Agreement shall be governed by and construed in accordance with the laws of the <br /> State of California <br /> 8 8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement <br /> is declared mvand, void or unenforceable by a court of competent jurisdiction, the same <br /> shall be deemed severable from the remainder of this Agreement and shall not affect, <br /> impair or invalidate the reiranimg sentences, clauses, paragraphs or sections contained <br /> hercm, unless to do so would deprive a Parry of a material benefit of its bargain under this <br /> Agreement <br /> 5 <br />